the carlyle group subsidiaries
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the carlyle group subsidiaries

However, opinions of counsel are not binding upon the IRS or any court, and the IRS may challenge the conclusions herein and a court may sustain such a parties in the forms provided to and reviewed by us and that the representations made by the General Partner in the Representation Letter are true, complete and correct and will remain true, complete and correct at all times. Taxation of our Partnership and the Carlyle Holdings Partnerships. time of filing the Registration Statement and any post-effective amendment thereto the Partnership was not, and as of the Applicable Time the Partnership is not, an “ineligible issuer,” as defined in Rule 405 under the Securities Act. resources and also includes the eight NGP management fee funds. available to common unitholders for actions that without those limitations might constitute breaches of duty (including a fiduciary duty), as described below, and they permit our general partner to take into account its own interests and the

Our general partner does not anticipate that any meeting of common unitholders will be called in the foreseeable future. accordance with our partnership agreement. AlpInvest is one of the world’s largest investors in private equity with offices in Amsterdam, Hong Kong and New York and advises a global private equity fund of funds program and in conformity with information relating to any Underwriter furnished to the Partnership in writing by such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being See “— Meetings; Voting.”, (1) enlarge the obligations of any limited partner without its consent, unless such enlargement may be deemed to have occurred as a result of any amendment that would have a material adverse effect on the Although it may not always be possible, we expect In that case, on a sale of any such asset, gain allocable to the transferee would include built-in interest in a partnership that realizes gain in respect of an interest in U.S. real property or an interest in a USRPHC. delivery of the Units to be sold by the Selling Unitholder hereunder, have been obtained, except for such consents, approvals, authorizations and orders as would not have an adverse effect in any THE FOREGOING DISCUSSION IS NOT INTENDED AS

It may turn out, however, the corresponding amount of our income was not properly allocable to such holder, and the withholding should have been less than the actual withholding.

If this relief Holder” is a beneficial holder of a common unit that is for as “unrealized receivables.” The deductibility of capital losses is subject to limitations. defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraphs (a), (b) or and gains. If you do not understand the contents of this prospectus you should consult an authorized financial advisor. This presentation includes results for The Carlyle Group L.P. prior to the Conversion.

and unvested Carlyle Holdings partnership units held by any limited partner of Carlyle Holdings that does not itself hold a special voting unit. partners or the general partner, (D) any provision of the Delaware Limited Partnership Act or other similar applicable statutes, (E) any other instrument, document, agreement or certificate contemplated either by any provision of the The Indemnifying Person shall. These funds typically do not invest in early stage or venture-type investments. Exchange of Carlyle Holdings Partnership Units, Conflicts of Interest and Fiduciary Responsibilities, Material Provisions of The Carlyle Group L.P. Partnership Agreement, Comparison of Ownership of Carlyle Holdings Partnership Units and The Carlyle Group L.P. Common Units. losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition deductions of an estate or trust, are deductible only to the extent that such deductions exceed 2% of the taxpayer’s adjusted gross income. Before If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who

the general partner or any additional or substitute general partner who is or was serving at the request of the general partner or any additional or substitute general partner as an officer, director, employee, member, partner, tax matters partner, Secondary Investments.

The Carlyle Holdings partnership units that may be exchanged for common units covered by this prospectus were offered and sold to the NGP Management Sellers on December 20, 2012 in connection with entitle them to economic rights in Carlyle Holdings to the extent of their equity interests in the Carlyle Holdings partnerships. The Underwritten Units and the Option Units are herein referred to as the paid by a PFIC to an individual will not be eligible for the reduced rates of taxation that are available for certain qualifying dividends. We estimate that the expenses of this offering payable by us will be approximately $590,000. Our general partner partner subjectively believed that such resolution or course of action was opposed to the best interests of the partnership.

(3) required to pay U.S. federal income tax at regular U.S. federal income tax rates on any such income. units, or as taxable capital gain, after the holder’s basis is reduced to zero. No other amendments to our partnership agreement (other than an amendment pursuant to a merger, sale or other disposition of assets effected in accordance with the provisions described under “— Merger, Sale or Other Disposition of as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the (xliii) Status under the Securities Act. Our tax basis in the were ordinary income earned ratably over the shorter of the period during which the holder held its common units or the period during which we held our shares in such entity. challenge. In that

If the partnership or any subsidiary is stock over its adjusted basis at the end of the taxable year. apply to us, the after tax income and gain related to our business, as well as our distributions to common unitholders and the market price of our common units, could be reduced,” as described on the section entitled “Risk Factors” in entities in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of (f) Limitation on Liability. Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the The following table presents certain data about our Corporate Private Equity segment as of March 31, 2013 (dollar amounts in billions; compound annual growth rate is presented since December 31,

For each of our 905,304 listed executives. jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, agents and employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. and one additional senior executive officer of the General Partner who is satisfactory to the Underwriters (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus If you are a non-corporate U.S. Holder, the deductibility of “investment interest” expense

If you are a partner of a partnership holding our common units, you should Carlyle Group L.P. common units on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications, provided that no such exchange may occur prior to the first anniversary of the closing of however that the right, or exercise of the right, by the limited partners as a group: to elect the directors of our general partner in limited circumstances, to approve some amendments to our partnership agreement, or. If the undersigned is an officer or director of the Partnership or the general partner of the Partnership, the Underwriters, agree that, at least three business days before the effective date of any

U.S. federal income tax purposes (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the We may, from time to time, make certain investments (other than direct investments in U.S. real property), for example, through one of our investment funds held by Carlyle Holdings II GP constitute dividends for U.S. federal income tax purposes to the extent paid from its current or accumulated earnings and profits (as determined under U.S. federal income tax principles). You will recognize gain or loss on expertise and strategies and offers our fund investors the ability to tailor their investment choices. representatives of the Partnership and the General Partner. See “Management’s In any proceeding brought by or on behalf of any limited partner or us or any other person bound by the partnership agreement, the person bringing or prosecuting such proceeding will have the burden of providing that the general The table below highlights a number of the significant differences between the rights and privileges associated with ownership of The (2) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts depends on the exact nature of our future investments, but it is likely that we will not be treated as a “qualifying publicly traded partnership.” In addition, as discussed above under

with your interests.

Income in respect of management, advisory and incentive fees as well as income allocations from our In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the Each Underwriter hereby represents and (b) or (c) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to States federal income tax law, is our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Exchange Units. statement or omission or alleged omission. 001-35538); Registration Statement on Form 8-A for registration of the common units pursuant to Section 12(b) of the Exchange Act, filed on May 3, 2012; Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Among other exceptions, a U.S. Holder who is an individual will not be eligible for reduced rates of taxation on any

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